Delcath Systems Inc (DCTH)

[Looking4BIGcash]

DCTH should be careful, they have colored outside the lines for too long. They think they are smart but litigators are waiting to pounce.

https://www.delawarelitigation.com/2013/05/articles/chancery-court-updates/delaware-fiduciary-duty-of-disclosure-explained-by-chancery/
Second Scenario

The second scenario involves a request for stockholder action when directors submit to the stockholders a transaction that requires stockholder approval, such as a merger or charter amendment. In such a transaction that is not otherwise interested, the directors have a duty to “exercise reasonable care to disclose all facts that are material to the stockholders’ consideration of a transaction or a matter, and that they can reasonably obtain from their position as directors.” See Stroud, 606 A.2d at 84. Failure to disclose material information in this context “may warrant an injunction against, or rescission of, the transaction, but will not provide a basis for damages from defendant directors absent proof of: (i) a culpable state of mind or non-exculpated gross negligence, (ii) reliance by the stockholders on the information that was not disclosed, and (iii) damages proximately caused by that failure. See Loudon v. Archer-Daniels-Midland Co., 700 A.2d 135, 146-47 (Del. 1997).